Amy Zegart
KRATOS DEFENSE & SECURITY SOLUTIONSAbout Amy Zegart
Amy B. Zegart (age 57) is an independent director of Kratos Defense & Security Solutions (KTOS) since 2014 and currently serves as Chair of the Nominating & Corporate Governance Committee; she holds a Top Secret national security clearance . She is the Morris Arnold and Nona Jean Cox Senior Fellow at the Hoover Institution and a Senior Fellow at Stanford’s Human-Centered Artificial Intelligence Institute; she holds an A.B. in East Asian Studies (Harvard, magna cum laude) and an M.A./Ph.D. in Political Science (Stanford) . Her core credentials span U.S. intelligence, cybersecurity, national security, and emerging technology policy, with advisory and teaching roles that intersect government and enterprise risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House (Clinton Administration) | National Security Council staff | Not disclosed | Direct policy experience in U.S. national security and intelligence |
| Bush-Cheney 2000 Presidential Campaign | Foreign Policy Adviser | 2000 | Campaign policy advisory in national security/foreign affairs |
| McKinsey & Company | Management Consultant | Not disclosed | Private sector strategy and operations perspective |
| U.S. Congress (House & Senate Intelligence Committees) | Expert Witness | Not disclosed | Testified on U.S. intelligence matters |
| U.S. Marine Corps | Training provider | Not disclosed | Provided training to USMC; applied national security/tech insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoover Institution (Stanford) | Senior Fellow | Current | National security, intelligence, technology policy research |
| Stanford HAI; Freeman Spogli Institute | Senior Fellow (both) | Current | AI governance and international policy expertise |
| Capital Group (American Funds) – fund boards (private) | Director; Audit Committee member; Contracts Committee member | Since Jan 2019 | Oversight of fund governance, audit, and contracts (private fund boards) |
Board Governance
- Independence: The Board determined Ms. Zegart is independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments: Chair, Nominating & Corporate Governance Committee (NCG); member composition: Zegart (Chair), Anderson, Hoglund, Jarvis; NCG met 4 times in 2024 and oversees corporate governance policies, director nominations, and ESG-related oversight/reporting .
- Attendance: In 2024 the Board held 4 regular and 3 special meetings; each director attended at least 75% of Board and relevant committee meetings, and all then‑serving directors attended the 2024 annual meeting .
- Executive sessions: Independent director executive sessions are held in connection with each regular Board meeting and as needed; chaired by the independent Chairman .
- Governance standards: Corporate Governance Guidelines and Code of Ethics in place; Stockholder Communications policy allows direct communication to the Board via the Corporate Secretary .
- Director qualifications/bylaws: Directors must be ≥21, able to attend meetings, and either have substantial defense/security industry experience or be able to obtain a relevant U.S. security clearance; certain disqualifying criteria apply (e.g., dishonesty-related crimes) .
- Anti-hedging/pledging: Policy prohibits directors and officers from hedging or pledging KTOS securities .
- Related parties: No 2024 related party transactions requiring Item 404 disclosure; no third-party compensation arrangements for directors requiring disclosure under NASDAQ Rule 5250(b)(3) .
Fixed Compensation
| Component | Detail | Amount/Units | Notes |
|---|---|---|---|
| Board retainer (quarterly) | Cash | $12,500 per quarter | $50,000 annualized if full year service |
| NCG Chair retainer (quarterly) | Cash | $3,750 per quarter | $15,000 annualized for Committee Chair |
| 2024 cash paid to Zegart | Cash | $65,000 | Reflects retainers earned; shown in Director Summary Comp Table |
| Annual equity grant (upon election/re‑election) | RSUs | 10,000 RSUs | Granted May 21, 2024; one‑year vest; grant-date fair value $21.70 |
| 2024 stock awarded to Zegart | RSUs (grant-date FV) | $217,000 | 10,000 RSUs × $21.70 grant-date value |
| 2024 total director compensation | Cash + Equity | $282,000 | Zegart total for 2024 |
Notes:
- Non-employee directors receive reimbursement for Board-related expenses. A director RSU deferral plan allows electing deferral of vested RSUs until separation of service .
Performance Compensation
| Feature | Status |
|---|---|
| Performance-based pay/metrics for directors | None disclosed; director pay consists of cash retainers and time-based RSUs vesting after one year |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| Capital Group (American Funds) – fund boards | Private | Director; Audit & Contracts Committees | Fund boards; no KTOS related-party transactions disclosed in 2024 |
No other public company directorships are disclosed for Ms. Zegart in the proxy .
Expertise & Qualifications
- National security/intelligence: Author of five books on emerging tech, U.S. intelligence, cybersecurity, and political risk; frequent analysis in leading outlets; advisory to senior U.S. officials; Top Secret clearance .
- Technology/AI governance: Senior Fellow at Stanford HAI; research and policy experience at the intersection of AI and national security .
- Risk management/board governance: Co-taught Stanford MBA course (with former Sec. of State Condoleezza Rice) on managing political risk; NCG Chair overseeing corporate governance/ESG matters .
- Education: A.B. Harvard (magna cum laude, East Asian Studies); M.A./Ph.D. Stanford (Political Science) .
Equity Ownership
| Category | Amount | Detail/As-of |
|---|---|---|
| Beneficial ownership (common shares) | 10,000 shares | Held in a trust over which she has shared voting/investment power; <1% of shares outstanding; as of March 17, 2025 |
| RSUs held (total) | 90,000 RSUs | As of Dec 29, 2024 |
| RSUs vested (deferred) | 80,000 RSUs | Vested, with delivery deferred until termination of service |
| RSUs unvested | 10,000 RSUs | 2024 annual grant vests on first anniversary (May 21, 2025) |
Anti-hedging/anti-pledging policies apply to directors; pledging of company stock is prohibited .
Governance Assessment
Strengths
- Independent director and NCG Chair with deep U.S. national security, intelligence, and AI governance expertise; aligns with KTOS’s Defense and national security focus .
- Strong engagement/attendance culture: directors ≥75% attendance; independent executive sessions each regular meeting; NCG met 4× in 2024 .
- Equity-heavy director compensation and RSU deferral plan support alignment; anti-hedging/pledging policy reduces misalignment risks .
- No 2024 related-party transactions disclosed; no third-party pay arrangements for directors requiring disclosure .
- Positive shareholder sentiment: Say-on-Pay received 92.22% support at 2024 annual meeting, indicating confidence in compensation governance frameworks .
Watch items / investor considerations
- Low direct beneficial share ownership (10,000 shares, <1%); alignment is primarily via RSUs (80,000 vested and deferred; 10,000 unvested), which still ties value to long-term equity performance .
- Legacy executive parachute tax gross-ups exist for CEO and CFO agreements, though the company states it will not include excise tax gross-ups in new/renewed agreements; as NCG Chair, ongoing governance scrutiny of legacy arrangements is advisable .
- Multiple external commitments (Hoover, HAI, fund boards) are relevant but not identified as conflicts; continued monitoring for potential time/attention constraints and interlocks is prudent; no 2024 related-party transactions disclosed .
Overall implication: As NCG Chair with specialized national security/AI expertise and independence, Zegart enhances board oversight of governance, regulatory/compliance, and ESG matters; her equity-based compensation and RSU deferral support alignment, while the Board’s policies (anti-hedge/pledge, executive sessions, stockholder communication) bolster investor confidence. Attention to legacy 280G gross-up provisions and continued refreshment/governance best practices would further strengthen the posture .